Common use of Remedies of Indemnitee Clause in Contracts

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement advance of Expenses is not timely made pursuant to Section Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a10(b) of this Agreement within sixty (60) 60 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 Sections 7 or 6 or the last sentence of Section 10(a) 9 of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 any other section of this Agreement or the charter or Bylaws of the Company is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court located in the Delaware Court State of his Maryland, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternatively, Indemnitee, at his or her option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses. Indemnitee shall commence such a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of to a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvance of Expenses, as the case may be. (c) . If Indemnitee commences a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 8 of this Agreement until a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary final determination is made with respect to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, entitlement to indemnification (as to which all rights of appeal have been exhausted or (ii) a prohibition of such indemnification under applicable law. (d) lapsed). The Company shall shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (ec) The If a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall indemnify be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the fullest extent permitted request for indemnification that was not disclosed in connection with the determination. (d) In the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by law against the Company for, any and all Enforcement Expenses andactually and reasonably incurred by Indemnitee in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought such judicial adjudication or arbitration shall be appropriately prorated. (e) Interest shall be paid by Indemnitee for indemnification or advancement from the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Sections 8 or 9 of this Agreement or under any directors’ and officers’ liability insurance policies maintained by the 60th day after the date on which the Company in was requested to make the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case determination of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under Section 10(b) of this Agreement shall be required Agreement, as applicable, and (ii) ending on the date such payment is made to be made prior to Indemnitee by the final disposition of the Proceeding, including any appeal thereinCompany.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 Article XII of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 Article X of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(aArticle XII(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Articles V, VI, VII or the last sentence of Article XII(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) a contribution payment is not made in a timely manner pursuant to Article VIII of this Agreement, (vi) payment of indemnification pursuant to Section 3 Article III or 4 IV of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification indemnification, hold harmless, exoneration, contribution or advancementadvancement rights. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(aArticle XII(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 Article XIV shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. . (c) In any judicial proceeding or arbitration commenced pursuant to this Section 12Article XIV, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementbe indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Article XII(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Article XIV, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Article X until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (cd) If a determination shall have been made pursuant to Section 10(aArticle XII(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12Article XIV, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (de) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 Article XIV that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (ef) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after the Company’s receipt by the Company of a such written request thereforrequest) advancepay to Indemnitee, to the fullest extent not prohibited permitted by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained in good faith). (g) Interest shall be paid by the Company in to Indemnitee at the suit legal rate under Delaware law for amounts which indemnification the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement of any Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included and ending with the invoicedate on which such payment is made to Indemnitee by the Company. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 6 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a6(b) of this Agreement within sixty ninety (6090) days after receipt by the Company Fund of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement 4 within thirty (30) five business days after receipt by the Company Fund of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) ten business days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court jurisdiction in which such Fund has been organized, or in any other court of his or her competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following after the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration7. (b) In the event that a determination shall have been made Indemnitee, pursuant to Section 10(a) 7(a), seeks a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement that Agreement, Indemnitee is not shall be entitled to indemnificationrecover from the Fund, and shall be indemnified by the Fund against, any and all expenses (of the types described in the definition of Expenses in Section 1) actually and reasonably incurred by Indemnitee in such judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, adjudication or arbitration, on the merits and but only if Indemnitee prevails therein. If it shall not be prejudiced by reason of that adverse determination. In any determined in said judicial proceeding adjudication or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of Expenses sought, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for such judicial adjudication or arbitration shall be appropriately prorated in the same proportion as the amount of the indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company of Expenses awarded in the suit for which indemnification judicial adjudication or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicearbitration. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f)12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by the Company Indemnitor of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Section Sections 4 or 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company Indemnitor of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section Sections 2, 3 or 4 6 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 1212 Indemnitor shall, to the Company shall fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Indemnitor is bound by all the provisions of this Agreement. . It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (eor under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) The Company by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than within thirty (30) days after receipt by the Company Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Enforcement Expenses to Indemnitee, which as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butor insurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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, including any appeal thereinthereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of law rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by law, such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 11(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or (ii) no determination of Indemnitee’s entitlement to indemnification shall have been made pursuant to Section 11(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses that is owed to an Indemnitee is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 11 of this Agreement or (vi) a determination has been made with respect to the allocation of liability between the Company and Indemnitee pursuant to Section 15(b) or 15(d) of this Agreement and Indemnitee disagrees with that allocation, Indemnitee shall be entitled to pursue an adjudication by the Delaware Court in court or a determination in an arbitration proceeding of his or her entitlement to such indemnification, or to the allocation of liability between the Company and the Indemnitee pursuant to Section 15(b) or 15(d) of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 13(a), Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 9 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (b) For all proceedings commenced by Indemnitee pursuant to Section 13(a) or otherwise with respect to Indemnitee’s rights to indemnification or advancementadvance of Expenses hereunder or pursuant to the Charter or the Bylaws or applicable law, Indemnitee shall be entitled to pursue an adjudication in an appropriate court located in the State of Maryland or sitting in New York, New York, or in any other court of competent jurisdiction. The parties hereby consent to the jurisdiction of the New York District Court and the United States District Court for the District of New York, in each case sitting in New York, New York. Accordingly, with respect to any such court action commenced in such courts sitting in New York, New York, the Company and Indemnitee each hereby (i) submits to the personal jurisdiction of such courts; (ii) consents to service of process; and (iii) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process. Alternatively, Indemnitee, at his or her option, may seek an award a determination in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Such arbitration proceedings shall commence be conducted in New York, New York. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award determination in arbitration. (b) . In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any such judicial proceeding or arbitration commenced pursuant to this Section 12 arbitration, Indemnitee shall be conducted in all respects presumed to be entitled to indemnification or advance of Expenses, as a de novo trialthe case may be, or arbitration, on the merits under this Agreement and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvance of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) . The Company shall shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (c) If a determination shall have been made pursuant to Section 11(b) of this Agreement that Indemnitee is entitled to indemnification, or a determination shall have been made with respect to the Company’s responsibility for costs under 15(b) or 15(d), the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification. If a determination shall have been made pursuant to Section 11(b) of this Agreement that Indemnitee is not entitled to indemnification or a determination shall have been made regarding allocation of liability between the Company and Indemnitee pursuant to Section 15(b) or 15(d), any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 15(b), 15(d) or 11(b). (d) In the event that Indemnitee seeks a judicial adjudication or a determination in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement or the Charter or the Bylaws or applicable law, or to recover under any directors’ and officers’ or other similar liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration if Indemnitee is determined to be entitled to any portion of the indemnification or advance of Expenses sought or insurance recovery; provided, however if it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 or any other Proceeding, judicial or otherwise, that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all of the provisions of this Agreement. The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) ten business days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ ' or other similar liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal thereinexcept that the Company shall reimburse or advance Expenses to Indemnitee as requested and in accordance with the terms and provisions of this Agreement. (g) Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period commencing with the date on which the Company was requested to advance Expenses in accordance with Section 9 of this Agreement or to make the determination of entitlement to indemnification under Section 11(a) above and ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. (a) Subject Indemnitee may commence litigation against the Company in the Delaware Court of Chancery to Section 12(f), obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of the Company does not advance Expenses is not timely made pursuant to Section 8 10 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is not made pursuant to Section 10(a) 12 of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselDetermination Period, (iv) payment of indemnification or reimbursement of expenses is the Company does not made indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 10(a12(d) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification the Company does not indemnify Indemnitee pursuant to Section 3 3, 4, 7, or 4 8 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee shall the benefits provided or intended to be entitled provided to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancementIndemnitee hereunder. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall must commence such proceeding Proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a14(a); provided, however, that the foregoing time limitation shall clause does not apply in respect of a proceeding Proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 of this Agreement. The Company shall will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that If a determination shall have been is made pursuant to Section 10(a) 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall 14 will be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 14 the Company shall will have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may bebe and will not introduce evidence of the determination made pursuant to Section 12 of this Agreement. (c) If a determination shall have been is made pursuant to Section 10(a) 12 of this Agreement that Indemnitee is entitled to indemnification, the Company shall will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1214, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall will stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The It is the intent of the Company shall indemnify Indemnitee that, to the fullest extent permitted by law against any law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and all Enforcement Expenses andexpense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, if requested to the fullest extent permitted by Indemniteelaw, shall will (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, advance to the extent not prohibited by law, Indemnitee such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company under this Agreement Company, or under concerning any directors’ and officers’ liability insurance policies maintained by the Company in Company. and will indemnify Indemnitee against any and all such Expenses unless the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made court determines that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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 each of the Proceeding, including any appeal thereinIndemnitee’s claims in such Proceeding were made in bad faith or were frivolous or are prohibited by law.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty forty-five (3045) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty forty-five (3045) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 10 of this Agreement within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within thirty days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement. (b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 10(a) 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, by clear and convincing evidence. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnificationTo the fullest extent not prohibited by law, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (ed) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to To the extent not prohibited by law, such Enforcement the Company shall indemnify Indemnitee against all Expenses to Indemnitee, which that are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the suit for which indemnification or advancement is being sought. Such Company of a written request for advancement shall include invoices received by Indemnitee in connection with therefor) advance such Enforcement Expenses butto Indemnitee, in subject to the case provisions of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoiceSection 8. (fe) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 6(b)(ii)(B) of this Agreement that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a6(b) of this Agreement or Section 6(c) within sixty (60) 90 days after receipt by the Company Trust of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 4 of this Agreement or the governing documents of the Trust within thirty (30) 10 business days after receipt by the Company Trust of a written request therefor (including any invoices received by Indemniteepursuant to Section 6, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 10 business days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court Commonwealth of his Massachusetts, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternatively, Indemnitee, at his or her option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence , of Indemnitee’s entitlement to such proceeding seeking an indemnification or advancement of Expenses. (b) If Indemnitee, pursuant to Section 7(a), seeks a judicial adjudication of or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his Indemnitee’s rights under, or her rights under Section 5 to recover damages for breach of this Agreement. The Company , Indemnitee shall not oppose Indemnitee’s right be entitled to seek recover from the Trust, and shall be indemnified by the Trust against, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or award arbitration, but only if Indemnitee prevails therein. If it shall be determined in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement said judicial adjudication or arbitration that Indemnitee is not entitled to indemnificationreceive part but not all of the indemnification or advancement of Expenses sought, any the Expenses incurred by Indemnitee in connection with such judicial proceeding adjudication or arbitration commenced pursuant to this Section 12 shall be conducted appropriately prorated in all respects the same proportion as a de novo trial, the amount of the indemnification or advancement of Expenses awarded in the judicial adjudication or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If Indemnitee commences a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) Indemnitee shall not be required to reimburse the Trust for any advances pursuant to Section 5 of this Agreement until a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary final determination is made with respect to make Indemnitee’s statement entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Trust shall, to the fullest extent not materially misleadingprohibited by law, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Trust is bound by all of the provisions of this Agreement. (ed) The Company Interest shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt be paid by the Company Trust to Indemnitee at the maximum rate allowed to be charged for judgments under Massachusetts law for amounts which the Trust pays or is obligated to pay for the period (i) commencing with either the tenth business day after the date on which the Trust was requested to advance Expenses in accordance with Section 5 of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in 60th day after the suit for date on which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case Trust was requested to make the determination of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under Section 6(b) of this Agreement shall be required Agreement, as applicable, and (ii) ending on the date such payment is made to be made prior to Indemnitee by the final disposition of the Proceeding, including any appeal thereinTrust.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) no determination of entitlement to indemnification or advance of Expenses shall have been made within 60 days after receipt by the Trust of the request pursuant to Section 5, (ii) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement or advance of Expenses is not timely made pursuant to Section 8 of under this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or advance of Expenses but, payment of indemnification or advance of Expenses is not made within ten business days after receipt by the Trust of written request therefor, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Massachusetts, or her in any other court of competent jurisdiction, of Indemnitee's entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee's option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following after the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration6. (b) In the event that a determination shall have been made Indemnitee, pursuant to Section 10(a) 6(a), seeks a judicial adjudication of or an award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of, this Agreement that Agreement, Indemnitee is not shall be entitled to indemnificationrecover from the Trust, and shall be indemnified by the Trust against, any and all expenses (of the types described in the definition of Expenses in Section 1), actually and reasonably incurred by Indemnitee in such judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, adjudication or arbitration, on the merits and but only if Indemnitee prevails therein. If it shall not be prejudiced by reason of that adverse determination. In any determined in said judicial proceeding adjudication or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of expenses sought, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for such judicial adjudication or arbitration shall be appropriately prorated in the same proportion as the amount of the indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company of expenses awarded in the suit for which indemnification judicial adjudication or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicearbitration. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose other than to establish its compliance with the terms of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, incurs costs, in a judicial or arbitration proceeding or otherwise, attempting to enforce his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 12 of this Agreement) actually and reasonably incurred by him in such efforts, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. It is the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. (e) The Company shall shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw need not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court in an appropriate court in Bermuda, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator in Xxxxxxxx, Bermuda pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and that Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 1210, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1210, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an award in arbitration to enforce her rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement expenses (of the types described in the definition of Expenses andin Section 17 of this Agreement) actually and reasonably incurred by her in such judicial adjudication or arbitration, but only if requested by Indemniteeshe prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 14.1 In the event that (i) a determination is made pursuant to Section 10 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, and of reasonable documentation and information which Indemnitee may be called upon to provide pursuant to Section 12.1, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification indemnification, hold harmless, exoneration, contribution or advancementadvancement rights. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. Such adjudication or arbitration proceeding is referred to herein as “Enforcement Proceeding.” The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction. (b) 14.2 In the event that a determination shall have been made pursuant to Section 10(a) 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 Enforcement Proceeding shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. . 14.3 In any judicial proceeding or arbitration commenced pursuant Enforcement Proceeding, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses under this Section 12, Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementbe indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences an Enforcement Proceeding, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) 14.4 If a determination shall have been made pursuant to Section 10(a) 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12an Enforcement Proceeding, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) 14.5 The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 Enforcement Proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) 14.6 The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against any and all Expenses (assuming for purposes of this sentence that all references to a Proceeding in the definition of Expenses were references to an Enforcement Expenses Proceeding) and, if requested by Indemnitee, shall (within thirty ten (3010) days after the Company’s receipt by the Company of a such written request thereforrequest) advancepay to Indemnitee, to the fullest extent not prohibited permitted by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action Enforcement Proceeding brought by Indemnitee: (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such Enforcement Proceeding was not brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained in good faith). 14.7 Interest shall be paid by the Company in to Indemnitee at the suit legal rate under Delaware law for amounts which indemnification the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement of any Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included and ending with the invoicedate on which such payment is made to Indemnitee by the Company. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 5 hereof that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement4 hereof, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a5(b) of this Agreement hereof within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 5 hereof, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a6(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a5(b) of this Agreement hereof that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 6 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 5(b) hereof. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 6 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a5(b) of this Agreement hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 126, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 6, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 12 hereof) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. (e) The Company shall shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 6 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 8 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselAgreement, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) Indemnitee otherwise seeks enforcement of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationAgreement, Indemnitee shall be entitled to an a final adjudication by in the Delaware Court of his or her entitlement to such indemnification or advancementChancery of the State of Delaware of the remedy sought. Alternatively, unless (i) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (ii) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at his or her option, Indemnitee's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an Association now in effect, which award in arbitration is to be made within 180 ninety (90) days following the date on which Indemnitee first has filing of the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementdemand for arbitration. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 5 hereof, the decision in the judicial proceeding or arbitration commenced pursuant to provided in paragraph (a) of this Section 12 8 shall be conducted in all respects as a made de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may beindemnification. (c) If a determination shall that Indemnitee is entitled to indemnification has been made pursuant to Section 5 hereof, or is deemed to have been made pursuant to Section 10(a) 4 hereof or otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee the absence of a material fact, misrepresentation or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, by Indemnitee in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawdetermination. (d) The Company Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any action brought by Indemnitee Indemnitee's request for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butunder, in the case seeking enforcement of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under recover damages for breach of this Agreement shall be required borne by the Corporation when and as incurred by Indemnitee irrespective of any Final Adverse Determination (as hereinafter defined) that Indemnitee is not entitled to be made prior to the final disposition of the Proceeding, including any appeal thereinindemnification.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, ; (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, ; (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, ; (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) ); or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw need not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw shall not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made Indemnitee is entitled to indemnification pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company shall be bound by such provision and/or determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need shall not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 6(b)(ii)(B) of this Agreement that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a6(b) of this Agreement or Section 6(c) within sixty (60) 90 days after receipt by the Company Trust of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 4 of this Agreement or the governing documents of the Trust within thirty (30) 10 business days after receipt by the Company Trust of a written request therefor (including any invoices received by Indemniteepursuant to Section 6, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 10 business days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Connecticut, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternatively, Indemnitee, at his or her option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence , of Indemnitee’s entitlement to such proceeding seeking an indemnification or advancement of Expenses. (b) If Indemnitee, pursuant to Section 7(a), seeks a judicial adjudication of or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his Indemnitee’s rights under, or her rights under Section 5 to recover damages for breach of this Agreement. The Company , Indemnitee shall not oppose Indemnitee’s right be entitled to seek recover from the Trust, and shall be indemnified by the Trust against, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or award arbitration, but only if Indemnitee prevails therein. If it shall be determined in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement said judicial adjudication or arbitration that Indemnitee is not entitled to indemnificationreceive part but not all of the indemnification or advancement of Expenses sought, any the Expenses incurred by Indemnitee in connection with such judicial proceeding adjudication or arbitration commenced pursuant to this Section 12 shall be conducted appropriately prorated in all respects the same proportion as a de novo trial, the amount of the indemnification or advancement of Expenses awarded in the judicial adjudication or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If Indemnitee commences a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) Indemnitee shall not be required to reimburse the Trust for any advances pursuant to Section 5 of this Agreement until a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary final determination is made with respect to make Indemnitee’s statement entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Trust shall, to the fullest extent not materially misleadingprohibited by law, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Trust is bound by all of the provisions of this Agreement. (ed) The Company Interest shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt be paid by the Company Trust to Indemnitee at the maximum rate allowed to be charged for judgments under Connecticut law for amounts which the Trust pays or is obligated to pay for the period (i) commencing with either the tenth business day after the date on which the Trust was requested to advance Expenses in accordance with Section 5 of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in 60th day after the suit for date on which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case Trust was requested to make the determination of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under Section 6(b) of this Agreement shall be required Agreement, as applicable, and (ii) ending on the date such payment is made to be made prior to Indemnitee by the final disposition of the Proceeding, including any appeal thereinTrust.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Nevada, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Nevada law (without regard to its conflict of law rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(a). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 14 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by law, such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, or (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Sections 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Nevada, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses, and Company hereby consents to service of process and to appear in any such proceeding. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by an Indemnitee to enforce his or her rights under Section 5 of this the Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 12, 10 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1210, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement expenses (of the types described in the definition of Expenses andin Section 18 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if requested by Indemniteehe prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her such person’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of law rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The . It is the intent of the Company shall indemnify Indemnitee that, to the fullest extent permitted by law law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by law, such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 8 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement7, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a8(b) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Maryland, or her in any other court of competent jurisdiction, of this entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following after the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration9. (b) In the event that a determination shall have been made Indemnitee, pursuant to Section 10(a) 9(b), seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement that Agreement, Indemnitee is not shall be entitled to indemnificationrecover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 1) actually and reasonably incurred by him in such judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, adjudication or arbitration, on the merits and Indemnitee but only if he prevails therein. If it shall not be prejudiced by reason of that adverse determination. In any determined in said judicial proceeding adjudication or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of expenses sought, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f13(e), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 13 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1213, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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. For the avoidance of doubt, including any appeal thereinthe parties agree that this subsection (e) shall not affect the Company’s obligation to advance Expenses under Section 9 or Section 13(d) as incurred and on a timely basis.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 9 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement7, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 4 or the last sentence of Section 10(a9(a) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 2, 3 or 4 of this Agreement 5 is not made within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a9(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 11 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 1211, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a9(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1211, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement, in the light of the circumstances under which such statement is made, not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawlaw as determined by a court of competent jurisdiction. (d) The Company shall shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . It is the intent of the Company that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because such Expenses would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) 10 days after receipt by the Company of a written request therefor) advance, to the fullest extent not prohibited by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee or on Indemnitee’s behalf in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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 related Proceeding, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f)12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section Sections 4 or 5 or 6 or the third to the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section Sections 2, 3 or 4 6 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 12 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . It is the intent of the Company that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or the Bylaws, or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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, including any appeal therein; provided that, in absence of any such determination with respect to such Proceeding, the Company shall advance Expenses with respect to such Proceeding.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by law, such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(b) of this Agreement within sixty (60) 90 days after receipt by of the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 7 of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 6 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a9(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 11 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 1211, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a9(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1211, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced In the event that Indemnitee, pursuant to this Section 12 that 11, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the procedures and presumptions of this Agreement are not validCompany, binding and enforceable and shall stipulate in any such court or before any such arbitrator that be indemnified by the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement Expenses andactually and reasonably incurred by him in such judicial adjudication or arbitration, but only if requested by Indemniteehe prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to prorated accordingly between Indemnitee and the final disposition of the Proceeding, including any appeal thereinCompany.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that Indemnitee seeks a determination shall have been made pursuant to Section 10(a) judicial adjudication of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trialIndemnitee’s rights under, or arbitrationto recover damages for breach of, on this Agreement, or to recover under any D&O Insurance policies maintained by the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12Company, the Company shall have pay on Indemnitee’s behalf, in advance, any and all expenses (of the burden types described in the definition of proving Expenses in Section 13(d) of this Agreement) actually incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is not determined to be entitled to indemnification such indemnification, advancement of expenses, or advancement, as the case may beinsurance recovery. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (db) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 6 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request thereforthereof) advance, to the fullest extent not prohibited permitted by law, such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance D&O Insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fc) Notwithstanding anything in this Agreement to the contrarycontrary unless required by law, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement8, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4 or Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement Section 6 is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 12 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . It is the intent of the Company that the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by law, such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f13(e), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) 30 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 13 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1213, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) 10 days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be, in the suit for which indemnification or advancement advances is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (fe) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a6(b) of this Agreement within sixty (60) 30 days after receipt by the Company Trust of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 10 business days after a determination has been made that Indemnitee is entitled to indemnificationindemnification pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her at Indemnitee’s discretion in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days one year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided7. In any such proceeding, howeverthe Indemnitee and the Trust shall be bound by the determination of the arbitrator, that the foregoing time limitation shall not apply in respect subject to rights of appeal to a proceeding brought by Indemnitee court of competent jurisdiction to enforce his or her rights under Section 5 of this Agreementreview such an arbitration award and to vacate such an award. The Company Trust shall not oppose Indemnitee’s right advance the costs of such an arbitration to seek the American Arbitration Association. The arbitrator shall be instructed to identify the prevailing party in the arbitration and, if the Indemnitee identifies the Trust as the prevailing party, the Indemnitee shall repay one-half of any such adjudication or award in arbitrationcosts so advanced. (b) In the event that a determination shall have been made Indemnitee, pursuant to Section 10(a) 7(a), seeks a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of this Agreement that Agreement, Indemnitee is not shall be entitled to indemnificationrecover from the Trust, and shall be indemnified by the Trust against, any and all expenses (of the types described in the definition of Expenses in Section 1) actually and reasonably incurred by Indemnitee in such judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, adjudication or arbitration, on the merits and but only if Indemnitee prevails in such judicial adjudication or arbitration. If it shall not be prejudiced by reason of that adverse determination. In any determined in said judicial proceeding adjudication or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of expenses sought, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for such judicial adjudication or arbitration shall be appropriately prorated in the same proportion as the amount of the indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company of expenses awarded in the suit for which indemnification judicial adjudication or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicearbitration. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a6(b) of this Agreement within thirty (30) days after receipt by the Company of a written the request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) for indemnification or (viv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose other than to establish its compliance with the terms of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, incurs costs, in a judicial or arbitration proceeding or otherwise, attempting to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 12 of this Agreement) actually and reasonably incurred by Indemnitee in such efforts, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. It is the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. (e) The Company shall shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 6 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been made is to be by Independent Counsel pursuant to Section 10(a7(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee's entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a9(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 7 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 9 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 12, 9 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) 7 or 8 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 129, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement expenses (of the types described in the definition of Expenses andin Section 14 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication or arbitration, but only if requested by IndemniteeIndemnitee prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f)9, in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty forty-five (6045) days (or in the case of an advancement of Expenses in accordance with Section 4, twenty (20) days; provided that Indemnitee has, if and to the extent required by applicable law, delivered the undertaking contemplated in Section 4) after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a)7; provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 1(c) of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose other than to establish its compliance with the terms of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7 and it is determined in such judicial proceeding or arbitration that Indemnitee must reimburse the Company for advance of expenses, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication or arbitration proceeding or otherwise of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of Expenses in Section 12 of this Agreement) actually and reasonably incurred by Indemnitee in such efforts, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. (e) The Company shall shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The . It is the intent of the Company shall indemnify Indemnitee that, to the fullest extent permitted by law applicable law, Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by lawlaw and in accordance with Section 5 of this Agreement, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f)9, in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty thirty (6030) days (or in the case of an advancement of Expenses in accordance with Section 4, fifteen (15) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4) after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, then Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided7. Except as set forth herein, however, that the foregoing time limitation provisions of Delaware law (without regard to its conflict-of-law rules) shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementany such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses actually incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, to the fullest extent permitted by applicable law. (e) The Company shall shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The . It is the intent of the Company shall indemnify Indemnitee that, to the fullest extent permitted by law applicable law, Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by lawlaw and in accordance with Section 5 of this Agreement, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoiceCompany. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f13(f), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification that does not include a request for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Proper venue for any such arbitration shall be any federal or state court selected by Indemnitee that is located within the continental United States. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 1213, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1213, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be, in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4 or 5 or 6 or the last sentence of Section 10(a9(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a9(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 11 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 11 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a9(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1211, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f)9, in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty forty-five (6045) days (or in the case of an advancement of Expenses in accordance with Section 4, twenty (20) days; provided that Indemnitee has, if and to the extent required by applicable law, delivered the undertaking contemplated in Section 4) after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a)7; provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 1(c) of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7 and it is determined in such judicial proceeding or arbitration that Indemnitee must reimburse the Company for advance of expenses, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of Expenses in Section 12 of this Agreement) actually incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. (e) The Company shall shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The . It is the intent of the Company shall indemnify Indemnitee that, to the fullest extent permitted by law applicable law, Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by lawlaw and in accordance with Section 5 of this Agreement, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 6(b)(ii)(B) of this Agreement that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a6(b) of this Agreement or Section 6(c) within sixty (60) 90 days after receipt by the Company Trust of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 4 of this Agreement or the governing documents of the Trust within thirty (30) 10 business days after receipt by the Company Trust of a written request therefor (including any invoices received by Indemniteepursuant to Section 6, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 10 business days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his New York, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternatively, Indemnitee, at his or her option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence , of Indemnitee’s entitlement to such proceeding seeking an indemnification or advancement of Expenses. (b) If Indemnitee, pursuant to Section 7(a), seeks a judicial adjudication of or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his Indemnitee’s rights under, or her rights under Section 5 to recover damages for breach of this Agreement. The Company , Indemnitee shall not oppose Indemnitee’s right be entitled to seek recover from the Trust, and shall be indemnified by the Trust against, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or award arbitration, but only if Indemnitee prevails therein. If it shall be determined in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement said judicial adjudication or arbitration that Indemnitee is not entitled to indemnificationreceive part but not all of the indemnification or advancement of Expenses sought, any the Expenses incurred by Indemnitee in connection with such judicial proceeding adjudication or arbitration commenced pursuant to this Section 12 shall be conducted appropriately prorated in all respects the same proportion as a de novo trial, the amount of the indemnification or advancement of Expenses awarded in the judicial adjudication or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If Indemnitee commences a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) Indemnitee shall not be required to reimburse the Trust for any advances pursuant to Section 5 of this Agreement until a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary final determination is made with respect to make Indemnitee’s statement entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Trust shall, to the fullest extent not materially misleadingprohibited by law, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Trust is bound by all of the provisions of this Agreement. (ed) The Company Interest shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt be paid by the Company Trust to Indemnitee at the maximum rate allowed to be charged for judgments under New York law for amounts which the Trust pays or is obligated to pay for the period (i) commencing with either the tenth business day after the date on which the Trust was requested to advance Expenses in accordance with Section 5 of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in 60th day after the suit for date on which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case Trust was requested to make the determination of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under Section 6(b) of this Agreement shall be required Agreement, as applicable, and (ii) ending on the date such payment is made to be made prior to Indemnitee by the final disposition of the Proceeding, including any appeal thereinTrust.

Remedies of Indemnitee. (a) Subject to Section 12(f13(f), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification that does not include a request for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 1213, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1213, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be, in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 11(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or (ii) no determination of Indemnitee’s entitlement to indemnification shall have been made pursuant to Section 11(b) of this Agreement within 60 days after receipt by the Company of the request for indemnification, (iii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses that is owed to an Indemnitee is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 11 of this Agreement or (vi) a determination has been made with respect to the allocation of liability between the Company and Indemnitee pursuant to Section 15(b) or 15(d) of this Agreement and Indemnitee disagrees with that allocation, Indemnitee shall be entitled to pursue an adjudication by the Delaware Court in court or a determination in an arbitration proceeding of his or her entitlement to such indemnification, or to the allocation of liability between the Company and the Indemnitee pursuant to Section 15(b) or 15(d) of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 13(a), Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 9 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (b) For all proceedings commenced by Indemnitee pursuant to Section 13(a) or otherwise with respect to Indemnitee’s rights to indemnification or advancementadvance of Expenses hereunder or pursuant to the Charter or the Bylaws or applicable law, Indemnitee shall be entitled to pursue an adjudication in an appropriate court located in the State of Maryland or sitting in New York, New York, or in any other court of competent jurisdiction. The parties hereby consent to the jurisdiction of the New York District Court and the United States District Court for the District of New York, in each case sitting in New York, New York. Accordingly, with respect to any such court action commenced in such courts sitting in New York, New York, the Company and Indemnitee each hereby (i) submits to the personal jurisdiction of such courts; (ii) consents to service of process; and (iii) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process. Alternatively, Indemnitee, at his or her option, may seek an award a determination in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Such arbitration proceedings shall commence be conducted in New York, New York. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award determination in arbitration. (b) . In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any such judicial proceeding or arbitration commenced pursuant to this Section 12 arbitration, Indemnitee shall be conducted in all respects presumed to be entitled to indemnification or advance of Expenses, as a de novo trialthe case may be, or arbitration, on the merits under this Agreement and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvance of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) . The Company shall shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (c) If a determination shall have been made pursuant to Section 11(b) of this Agreement that Indemnitee is entitled to indemnification, or a determination shall have been made with respect to the Company’s responsibility for costs under 15(b) or 15(d), the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification. If a determination shall have been made pursuant to Section 11(b) of this Agreement that Indemnitee is not entitled to indemnification or a determination shall have been made regarding allocation of liability between the Company and Indemnitee pursuant to Section 15(b) or 15(d), any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 15(b), 15(d) or 11(b). (d) In the event that Indemnitee seeks a judicial adjudication or a determination in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement or the Charter or the Bylaws or applicable law, or to recover under any directors’ and officers’ or other similar liability insurance policies maintained by the Company, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration if Indemnitee is determined to be entitled to any portion of the indemnification or advance of Expenses sought or insurance recovery; provided, however if it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 or any other Proceeding, judicial or otherwise, that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all of the provisions of this Agreement. The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) ten business days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ or other similar liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal thereinexcept that the Company shall reimburse or advance Expenses to Indemnitee as requested and in accordance with the terms and provisions of this Agreement. (g) Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period commencing with the date on which the Company was requested to advance Expenses in accordance with Section 9 of this Agreement or to make the determination of entitlement to indemnification under Section 11(a) above and ending on the date such payment is made to Indemnitee by the Company.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) ten days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (viv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 9(b) of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 10 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) 8 or Section 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1210, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement expenses (of the types described in the definition of Expenses andin Section 1 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication or arbitration, but only if requested by Indemniteehe or she prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60the time period specified in Section 11(b) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselthis Agreement, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her sole option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 or other applicable law, such Enforcement Expenses to Indemnitee, Indemnitee which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement Agreement, any other agreement or provision of the Company’s Constituent Documents or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 9 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses an Expense Advance is not timely made pursuant to Section 8 of this Agreement4, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement 9 within thirty (30) days after receipt by the Company of a written the request therefor (including any invoices received by Indemniteefor indemnification, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (viv) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationpursuant Section 9(d), Indemnitee shall be entitled to an adjudication by the in a Delaware Court Court, or in any other court of his or her competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Associationindemnification. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication. (b) In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication or arbitration of his or her rights under, or to recover damages for breach of, this Agreement, any other agreement for indemnification, payment of Expenses in advance or contribution hereunder or to recover under any director and officer liability insurance policies or any other insurance policies maintained by the Company, the Company will, to the fullest extent permitted by law, indemnify and hold harmless Indemnitee against any and all Expenses which are paid or incurred by Indemnitee in connection with such judicial adjudication or arbitration, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, payment of Expenses in advance or contribution or insurance recovery. In addition, if requested by Indemnitee, the Company will (within five (5) days after receipt by the Company of the written request therefor), pay as an Expense Advance such Expenses, to the fullest extent permitted by law. (c) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement 9 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 11 shall be conducted in all respects as a de novo trial, or arbitration, trial on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determination. In any judicial proceeding or arbitration commenced pursuant to this determination under Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be9. (cd) If a determination shall have been made pursuant to Section 10(a) of this Agreement 9 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1211, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, misleading in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (de) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 6(b)(ii)(B) of this Agreement that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement5, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a6(b) of this Agreement or Section 6(c) within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) 4 of this Agreement or the charter or By-laws of the Company within thirty (30) 10 business days after receipt by the Company of a written request therefor (including any invoices received by Indemniteepursuant to Section 6, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 10 business days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court Commonwealth of his Virginia, or her entitlement to such indemnification in any other court of competent jurisdiction, or advancement. Alternatively, Indemnitee, at his or her option, may seek in an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence , of Indemnitee’s entitlement to such proceeding seeking an indemnification or advancement of Expenses. (b) If Indemnitee, pursuant to Section 7(a), seeks a judicial adjudication of or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his Indemnitee’s rights under, or her rights under Section 5 to recover damages for breach of this Agreement. The , Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall not oppose Indemnitee’s right to seek against, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication or award arbitration, but only if Indemnitee prevails therein. If it shall be determined in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement said judicial adjudication or arbitration that Indemnitee is not entitled to indemnificationreceive part but not all of the indemnification or advancement of Expenses sought, any the Expenses incurred by Indemnitee in connection with such judicial proceeding adjudication or arbitration commenced pursuant to this Section 12 shall be conducted appropriately prorated in all respects the same proportion as a de novo trial, the amount of the indemnification or advancement of Expenses awarded in the judicial adjudication or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If Indemnitee commences a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 of this Agreement until a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary final determination is made with respect to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, entitlement to indemnification (as to which all rights of appeal have been exhausted or (ii) a prohibition of such indemnification under applicable law. (d) lapsed). The Company shall shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. (ed) The Company Interest shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the laws of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, Virginia for amounts which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under pays or is obligated to pay for the period (i) commencing with either the tenth business day after the date on which the Company was requested to advance Expenses in accordance with Section 5 of this Agreement or under any directors’ and officers’ liability insurance policies maintained by the 60th day after the date on which the Company in was requested to make the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case determination of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under Section 6(b) of this Agreement shall be required Agreement, as applicable, and (ii) ending on the date such payment is made to be made prior to Indemnitee by the final disposition of the Proceeding, including any appeal thereinCompany.

Remedies of Indemnitee. (a) Subject to Section 12(f13(e), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 13 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1213, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f15(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement 12 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement11, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a13(a) of this Agreement within sixty ninety (6090) days after receipt by the Company Corporation of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section Sections 5 or 6 or the last sentence of Section 10(a13(a) of this Agreement within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 Sections 3, 4, 8 or 4 of this Agreement 9 is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Corporation or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding Proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding Proceeding pursuant to this Section 12(a15(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding Proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement5. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 15 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration Proceeding commenced pursuant to this Section 1215, the Company Corporation shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding or arbitration Proceeding commenced pursuant to this Section 1215, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall Corporation shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration Proceeding commenced pursuant to this Section 12 15 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator Proceeding that the Company Corporation is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee . It is the intent of the Corporation that, to the fullest extent permitted by law law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Corporation shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by or on behalf of Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company Corporation under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butCorporation if, in the case of invoices in connection with legal servicesindemnification, any references Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to legal work performed the extent Indemnitee is successful on such underlying claims or to expenditures made that would cause Indemnitee to waive any privilege accorded otherwise as permitted by applicable law need not be included with the invoicelaw, whichever is greater. (fe) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 8 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselAgreement, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) Indemnitee otherwise seeks enforcement of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationAgreement, Indemnitee shall be entitled to an a final adjudication by in the Delaware Court of his or her entitlement to such indemnification or advancementChancery of the State of Delaware of the remedy sought. Alternatively, unless (i) the determination was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (ii) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at his or her option, Indemnitee’s option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an Association now in effect, which award in arbitration is to be made within 180 ninety (90) days following the date on which Indemnitee first has filing of the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementdemand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 5 hereof, the decision in the judicial proceeding or arbitration commenced pursuant to provided in paragraph (a) of this Section 12 8 shall be conducted in all respects as a made de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may beindemnification. (c) If a determination shall that Indemnitee is entitled to indemnification has been made pursuant to Section 5 hereof, or is deemed to have been made pursuant to Section 10(a) 4 hereof or otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee the absence of a material fact, misrepresentation or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, by Indemnitee in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawdetermination. (d) The Company Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any action brought by Indemnitee Indemnitee’s request for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butunder, in the case seeking enforcement of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under recover damages for breach of this Agreement shall be required borne by the Corporation when and as incurred by Indemnitee irrespective of any Final Adverse Determination (as hereinafter defined) that Indemnitee is not entitled to be made prior to the final disposition of the Proceeding, including any appeal thereinindemnification.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 13.1. In the event that (ia) a determination is made pursuant to Section 10 Article 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 Article 9 of this Agreement, (iiic) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 11.1 of this Agreement within sixty (60) thirty days after receipt by the Company of the request for indemnification for and of reasonable documentation and information which a determination is Indemnitee may be called upon to be made other than by Independent Counselprovide pursuant to Section 11.1, (ivd) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or Articles 4, 5, 6 or the last sentence of Section 10(a) 11.1 of this Agreement within thirty (30) ten business days after receipt by the Company of a written request therefor therefor, (including any invoices received by Indemniteee) a contribution payment is not made in a timely manner pursuant to Article 7 of this Agreement, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vf) payment of indemnification pursuant to Section Article 3 or 4 6 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (g) the Company or any representative thereof takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee shall the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee may either (a) be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancement. Alternatively, Indemnitee, at his advancement of Expenses or her option, may (b) seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction. (b) 13.2. In the event that a determination shall have been made pursuant to Section 10(a) 11.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 Article 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12Article 13, Indemnitee shall be presumed to be entitled to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 11.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Article 13, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Article 9 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal shall have been exhausted or lapsed). (c) 13.3. If a determination shall have been made pursuant to Section 10(a) 11.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12Article 13, absent (ia) a misstatement by Indemnitee of a material fact, fact or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (iib) a prohibition of such indemnification under applicable law. (d) 13.4. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 Article 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) 13.5. The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) ten business days after the Company’s receipt by the Company of a such written request thereforrequest) advancepay to Indemnitee, to the fullest extent not prohibited permitted by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action judicial proceeding or arbitration brought by Indemnitee (a) to enforce his or her rights under, or to recover damages for indemnification or advancement from the Company under breach of, this Agreement or any other indemnification, advancement or contribution agreement or provision of the Certificate of Incorporation, or the Bylaws now or hereafter in effect; or (b) for recovery or advances under any directors’ insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and officers’ liability whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement, contribution or insurance policies maintained recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith). 13.6. Interest shall be paid by the Company in to Indemnitee at the suit legal rate under Delaware law for amounts which indemnification the Company indemnifies, or is obliged to indemnify, for the period commencing with the date on which Indemnitee requests indemnification, contribution, reimbursement or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement of any Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included and ending with the invoicedate on which such payment is made to Indemnitee by the Company. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 13.1. In the event that (ia) a determination is made pursuant to Section 10 Article 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 Article 9 of this Agreement, (iiic) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 11.1 of this Agreement within sixty (60) thirty days after receipt by the Company of the request for indemnification for and of reasonable documentation and information which a determination is Indemnitee may be called upon to be made other than by Independent Counselprovide pursuant to Section 11.1, (ivd) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or Articles 4, 5, 6 or the last sentence of Section 10(a) 11.1 of this Agreement within thirty (30) ten business days after receipt by the Company of a written request therefor therefor, (including any invoices received by Indemniteee) a contribution payment is not made in a timely manner pursuant to Article 7 of this Agreement, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vf) payment of indemnification pursuant to Section Article 3 or 4 6 of this Agreement is not made within thirty (30) ten business days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (g) the Company or any representative thereof takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction. (b) 13.2. In the event that a determination shall have been made pursuant to Section 10(a) 11.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 Article 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12Article 13, Indemnitee shall be presumed to be entitled to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 11.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Article 13, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Article 9 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal shall have been exhausted or lapsed). (c) 13.3. If a determination shall have been made pursuant to Section 10(a) 11.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12Article 13, absent (ia) a an intentional misstatement by Indemnitee of a material fact, fact or an intentional omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (iib) a prohibition of such indemnification under applicable law. (d) 13.4. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 Article 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) 13.5. The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) ten days after the Company’s receipt by the Company of a such written request thereforrequest) advancepay to Indemnitee, to the fullest extent not prohibited permitted by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action judicial proceeding or arbitration brought by Indemnitee (a) to enforce his or her rights under, or to recover damages for indemnification or advancement from the Company under breach of, this Agreement or any other indemnification, advancement or contribution agreement or provision of the Certificate of Incorporation, or the Bylaws now or hereafter in effect; or (b) for recovery or advances under any directors’ insurance policy maintained by any Person for the benefit of Indemnitee, regardless of the outcome and officers’ liability whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement, contribution or insurance policies maintained recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith). 13.6. Interest shall be paid by the Company in to Indemnitee at the suit legal rate under Delaware law for amounts which indemnification the Company indemnifies, or is obliged to indemnify, for the period commencing with the date on which Indemnitee requests indemnification, contribution, reimbursement or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement of any Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included and ending with the invoicedate on which such payment is made to Indemnitee by the Company. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 6 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a7(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a9(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 7 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 9 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred in any judicial proceeding or arbitration commenced pursuant to this Section 129, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) 7 or 8 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 129, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding proceedings or arbitration commenced pursuant to this Section 12 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement expenses (of the types described in the definition of Expenses andin Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if requested by Indemniteehe prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f)00, in the event that (i) a determination is made pursuant to Section 10 0 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 0 or 00 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 0 of this Agreement within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) ten days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 0, 0 and 00 of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of competent jurisdiction of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a)00; provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 0 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. arbitration in accordance with this Agreement. Neither (bi) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 10(a) 0 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 0 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 120, the Company shall shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification. To the fullest extent not prohibited by law, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 0 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The . If a determination shall have been made pursuant to Section 0 of this Agreement that Indemnitee is entitled to indemnification, the Company shall indemnify be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 0, absent (i) a misstatement by Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request thereforfor indemnification, or (ii) advance, to a prohibition of such indemnification under applicable law. To the extent not prohibited by law, such Enforcement the Company shall indemnify Indemnitee against all Expenses to Indemnitee, which that are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the suit for which indemnification or advancement is being sought. Such Company of a written request for advancement shall include invoices received by Indemnitee in connection with therefor) advance such Enforcement Expenses butto Indemnitee, in subject to the case provisions of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Section 0. 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f)9, in the event that (i) a determination is made pursuant to Section 10 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 5 of this Agreement, (iii) no determination of entitlement to indemnification shall have been is made pursuant to Section 10(a6(b) of this Agreement within sixty forty-five (6045) days (or in the case of an advancement of Expenses in accordance with Section 4, twenty (20) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4) after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a)7; provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her Indemnitee’s rights under Section 5 1(c) of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that the adverse determinationdetermination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 127, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) If a determination shall have been made pursuant to Section 10(a6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 127, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement misstatement not materially misleading, in connection with the request application for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses (of the types described in the definition of Expenses in Section 12 of this Agreement) actually incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. (e) The Company shall shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The . It is the intent of the Company shall indemnify Indemnitee that, to the fullest extent permitted by law applicable law, Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by lawlaw and in accordance with Section 5 of this Agreement, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoiceCompany. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) no determination of entitlement to indemnification or advance of Expenses shall have been made within 60 days after receipt by the Trust of the request pursuant to Section 5, (ii) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement or advance of Expenses is not timely made pursuant to Section 8 of under this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or advance of Expenses but, payment of indemnification or advance of Expenses is not made within ten business days after receipt by the Trust of written request therefor, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Massachusetts, or her in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following after the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration6. (b) In the event that a determination shall have been made Indemnitee, pursuant to Section 10(a) 6(a), seeks a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement that Agreement, Indemnitee is not shall be entitled to indemnificationrecover from the Trust, and shall be indemnified by the Trust against, any and all expenses (of the types described in the definition of Expenses in Section 1), actually and reasonably incurred by Indemnitee in such judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, adjudication or arbitration, on the merits and but only if Indemnitee prevails therein. If it shall not be prejudiced by reason of that adverse determination. In any determined in said judicial proceeding adjudication or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of expenses sought, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for such judicial adjudication or arbitration shall be appropriately prorated in the same proportion as the amount of the indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company of expenses awarded in the suit for which indemnification judicial adjudication or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicearbitration. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty forty-five (3045) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty forty-five (3045) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty forty-five (3045) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty forty-five (3045) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty forty-five (3045) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no the determination of entitlement of indemnification is to indemnification shall have been be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefore, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of New York, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration arbitration, commenced pursuant to this Section 12 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 12, 10 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1210, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement Expenses andexpense (of the types described in the definition of Expense in Section 17 of this Agreement) actually and reasonably incurred by him, but only if requested by Indemniteehe prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination of permissibility thereof is to be made other than by Independent Special Legal Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including which shall include any invoices received by IndemniteeIndemnitee but, which such in the case of invoices may be redacted as necessary in connection with legal services, any references to avoid the waiver of legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable lawlaw need not be included with the invoice) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Massachusetts Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be, in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) 45 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) . In the event that a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 13 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) . If a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1213, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) . The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefortherefore) advance, to the extent not prohibited by law, advance such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f13(f), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement Deed that Indemnitee is not entitled to indemnification under this AgreementDeed, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this AgreementDeed, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement Deed within sixty (60) days after receipt by the Company of the request for indemnification that does not include a request for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement Deed within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement Deed is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this AgreementDeed. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a11(a) of this Agreement Deed that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 1213, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a11(a) of this Agreement Deed that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1213, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 that the procedures and presumptions of this Agreement Deed are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this AgreementDeed. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by lawTo The Maximum Extent Permitted By Law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement Deed or under any directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries for coverage of any Representatives of the Company or any of its Subsidiaries, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be, in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement Deed to the contrary, no determination as to entitlement to indemnification under this Agreement Deed shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 7 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 4 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a7(b) or (c) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty fifteen (3015) business days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty fifteen (3015) business days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to seek an adjudication by the Delaware United States District Court, District of Minnesota, or the Hennepin County District Court in Minneapolis, Minnesota, of his or her entitlement Indemnitee’s right to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules advancement of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this AgreementExpenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationadjudication. (b) In the event that If a determination shall have been made pursuant to Section 10(a) 7 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 8 shall be conducted in all respects as a de novo trial, or arbitration, trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 128, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 7 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding pursuant to this Section 8, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). (c) Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Section 8 that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. If a determination shall have been made pursuant to Section 10(a) 7 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 128, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses (including reasonable attorneys’ fees) and, if requested by Indemniteean Indemnitee who has provided the affirmation and undertaking required by Section 4(b), shall (within thirty ten (3010) days after the Company’s receipt by the Company of a such written request thereforrequest) advanceadvance to Indemnitee, to the fullest extent not prohibited permitted by applicable law, such Enforcement Expenses to Indemnitee, which (including reasonable attorneys’ fees) that are incurred by Indemnitee in connection with any action judicial proceeding brought by Indemnitee (i) to enforce Indemnitee’s rights under, or to recover damages for indemnification or advancement from the Company under breach of, this Agreement or any other indemnification agreement or provision of the Certificate of Incorporation or the Company’s Bylaws now or hereafter in effect; or (ii) for recovery or advances under any directors’ and officers’ liability insurance policies policy maintained by any person for the Company in benefit of Indemnitee, to the suit for which indemnification full extent Indemnitee ultimately is determined to be entitled to such indemnification, advance or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (f) 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 a Proceeding, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in the event that If (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company Corporation of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification or such determination is deemed to have been made pursuant to Section 3 or 4 9 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationAgreement, Indemnitee shall be entitled to a final adjudication in an adjudication by appropriate court of the Delaware Court State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator, which arbitrator shall be a member of the bar in the State of Illinois, pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In Regardless of whether a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 12, 9 the Company Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1210, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, indemnification or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 10 of this Agreement within sixty (60) 90 days after the later of the receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselor the final disposition of the Proceeding, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made (A) within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within thirty days after receipt by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration in accordance with this Agreement. (b) Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 10(a) 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, by clear and convincing evidence. (c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnificationTo the fullest extent not prohibited by law, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such -10- determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (ed) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to To the extent not prohibited by law, such Enforcement the Company shall indemnify Indemnitee against all Expenses to Indemnitee, which that are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the suit for which indemnification or advancement is being sought. Such Company of a written request for advancement shall include invoices received by Indemnitee in connection with therefor) advance such Enforcement Expenses butto Indemnitee, in subject to the case provisions of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoiceSection 8. (fe) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f13(f), in the event that (i) a determination is made pursuant to Section 10 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a11(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification that does not include a request for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a11(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 3, 4 or 4 7 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a13(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 1213, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1213, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 13 or pursuant to Section 17(c) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement Agreement, the Bylaws or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butCompany, in the case of invoices advancement of Enforcement Expenses regardless of whether Indemnitee will ultimately be successful in such action. In addition, and notwithstanding anything in this Agreement to the contrary, if requested by a majority of the Trust Beneficiaries, the Company shall indemnify the Trust Beneficiaries against any and all Enforcement Expenses and, if requested by a majority of the Trust Beneficiaries, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to the Trust Beneficiaries, which are incurred by the Trust Beneficiaries in connection with legal servicesany action brought by the Trust Beneficiaries to enforce the provisions of Section 17(c) of this Agreement, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not in the case of advancement of Enforcement Expenses regardless of whether the Trust Beneficiaries will ultimately be included with the invoicesuccessful in such action. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that (i) a determination is made pursuant to Section 10 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(a) of this Agreement within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4 or 5 or 6 or the last sentence of Section 10(a9(a) of this Agreement within thirty ten (3010) days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her entitlement to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a11(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a9(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 11 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 11 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a9(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1211, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) . The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 5 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 8 of this Agreement, (iii) no determination payment of entitlement indemnification to indemnification shall have the Indemnitee has not been timely made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselAgreement, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) Indemnitee otherwise seeks enforcement of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by IndemniteeAgreement, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, then Indemnitee shall be entitled to an a final adjudication by in the Delaware Court of his Chancery of the State of Delaware of the Indemnitee's rights and remedies under this Agreement (which remedies may include, without limitation, an order compelling enforcement of the Corporation's obligations under this Agreement through the remedy of specific performance or her entitlement to such indemnification or advancementinjunctive relief). Alternatively, unless (i) the determination of the Indemnitee's entitlement to indemnification was made by a panel of arbitrators pursuant to Section 5(b)(iv) hereof, or (ii) court approval is required by law for the indemnification sought by Indemnitee, Indemnitee at his or her option, Indemnitee's option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an Association now in effect, which award in arbitration is to be made within 180 ninety (90) days following the date on which Indemnitee first has filing of the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementdemand for arbitration. The Company Corporation shall not oppose Indemnitee’s 's right to seek any such adjudication or award in arbitrationarbitration award. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses under this Agreement and the Corporation shall have the burden of proof to overcome that presumption. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 5 hereof, the decision in the judicial proceeding or arbitration commenced pursuant to provided in paragraph (a) of this Section 12 8 shall be conducted in all respects as a made de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of such prior determination that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may beindemnification. (c) If a determination shall that Indemnitee is entitled to indemnification has been made pursuant to Section 5 hereof, or is deemed to have been made pursuant to Section 10(a) 4 hereof or otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, then the Company Corporation shall be bound by such determination or deemed determination in any judicial proceeding the absence of an intentional misrepresentation or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, by Indemnitee in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawdetermination. (d) The Company Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any action brought by Indemnitee Indemnitee's request for indemnification or advancement from the Company under this Agreement, seeking enforcement of this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit to recover damages for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case breach of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required borne by the Corporation when and as incurred by Indemnitee irrespective of any Final Adverse Determination that Indemnitee is not entitled to be made prior to the final disposition of the Proceeding, including any appeal thereinindemnification.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, or (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, or (iii) no the determination of entitlement to indemnification shall have been is to be made by Independent Counsel pursuant to Section 10(a8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within sixty (60) 90 days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counselindemnification, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) 10 days after receipt by the Company of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) 10 days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Sections 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of Delaware, or in any other court of competent jurisdiction, of his or her entitlement to such indemnification or advancementadvancement of Expenses, and Company hereby consents to service of process and to appear in any such proceeding. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a10(a); provided, however, that the foregoing time limitation clause shall not apply in respect of a proceeding brought by an Indemnitee to enforce his or her rights under Section 5 of this the Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 12, 10 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1210, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced to enforce this Agreement, including a judicial proceeding or arbitration commenced pursuant to this Section 12 10, that the procedures and presumptions of this Agreement are not valid, binding and enforceable or that there is not sufficient consideration for this Agreement and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The In the event that Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement Expenses andactually and reasonably incurred by him in such judicial adjudication or arbitration, but only if requested by Indemniteehe prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are expenses incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 6 hereof is made that Indemnitee is not entitled to indemnification under this Agreementindemnification, (ii) advancement advances of Expenses is are not timely made pursuant to Section 8 of this Agreement, (iii) no payment has not been timely made following a determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselAgreement, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) Indemnitee otherwise seeks enforcement of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationAgreement, Indemnitee shall be entitled to a final adjudication in an adjudication by appropriate court of the State of Delaware Court of his or her entitlement to such indemnification or advancementrights. Alternatively, Indemnitee, Indemnitee at his or her option, option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award Association now in arbitration effect, whose decision is to be made within 180 ninety (90) days following the date on which Indemnitee first has filing of the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementdemand for arbitration. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitrationarbitration award. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any in whole or in part, has been made pursuant to Section 6 hereof, the decision in the judicial proceeding or arbitration commenced pursuant to provided in paragraph (a) of this Section 12 8 shall be conducted in all respects as a made de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of a determination that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee he is not entitled to indemnification or advancement, as the case may beindemnification. (c) If a determination shall have that Indemnitee is entitled to indemnification has been made pursuant to Section 10(a) 6 hereof or otherwise pursuant to the terms of this Agreement that Indemnitee is entitled to indemnificationAgreement, the Company Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent the absence of (i) a misstatement by Indemnitee of a material fact, or an omission misrepresentation of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, by Indemnitee or (ii) a prohibition specific finding (which has become final) by an appropriate court of the State of Delaware that all or any part of such indemnification under applicable is expressly prohibited by law. (d) The Company In any court proceeding pursuant to this Section 8, the Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Corporation shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this AgreementAgreement and is precluded from making any assertion to the contrary. (e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any action brought by Indemnitee his request for indemnification or advancement from the Company under this Agreement, seeking enforcement of this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit to recover damages for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case breach of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) 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 borne by the final disposition of the Proceeding, including any appeal thereinCorporation.

Remedies of Indemnitee. (a) Subject to Section 12(f), in 13.1. In the event that (ia) a determination is made pursuant to Section 10 Article 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (iib) advancement of Expenses Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 8 Article 9 of this Agreement, (iiic) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) 11.1 of this Agreement within sixty (60) thirty days after receipt by the Company of the request for indemnification for and of reasonable documentation and information which a determination is Indemnitee may be called upon to be made other than by Independent Counselprovide pursuant to Section 11.1, (ivd) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or Articles 4, 5, 6 or the last sentence of Section 10(a) 11.1 of this Agreement within thirty (30) ten business days after receipt by the Company of a written request therefor therefor, (including any invoices received by Indemniteee) a contribution payment is not made in a timely manner pursuant to Article 7 of this Agreement, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (vf) payment of indemnification pursuant to Section Article 3 or 4 6 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (g) the Company or any representative thereof takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee shall the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee may either (a) be entitled to an adjudication by the Delaware Court a court of his or her competent jurisdiction of Indemnitee’s entitlement to such indemnification indemnification, contribution or advancement. Alternatively, Indemnitee, at his advancement of Expenses or her option, may (b) seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall commence apply to any such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreementarbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. The award rendered by such arbitration will be final and binding upon the parties hereto, and final judgment on the arbitration award may be entered in any court of competent jurisdiction. (b) 13.2. In the event that a determination shall have been made pursuant to Section 10(a) 11.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 Article 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12Article 13, Indemnitee shall be presumed to be entitled to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 11.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Article 13, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Article 9 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal shall have been exhausted or lapsed). (c) 13.3. If a determination shall have been made pursuant to Section 10(a) 11.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12Article 13, absent (ia) a misstatement by Indemnitee of a material fact, fact or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, indemnification or (iib) a prohibition of such indemnification under applicable law. (d) 13.4. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 Article 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) 13.5. The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) ten business days after the Company’s receipt by the Company of a such written request thereforrequest) advancepay to Indemnitee, to the fullest extent not prohibited permitted by applicable law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action judicial proceeding or arbitration brought by Indemnitee (a) to enforce his or her rights under, or to recover damages for indemnification or advancement from the Company under breach of, this Agreement or any other indemnification, advancement or contribution agreement or provision of the Certificate of Incorporation, or the By-Laws now or hereafter in effect; or (b) for recovery or advances under any directors’ insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and officers’ liability whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement, contribution or insurance policies maintained recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith). 13.6. Interest shall be paid by the Company in to Indemnitee at the suit legal rate under Delaware law for amounts which indemnification the Company indemnifies, or is obliged to indemnify, for the period commencing with the date on which Indemnitee requests indemnification, contribution, reimbursement or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement of any Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included and ending with the invoicedate on which such payment is made to Indemnitee by the Company. (f) 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, including any appeal therein.

Remedies of Indemnitee. (a) Subject to Section 12(f), in In the event that (i) a determination is made pursuant to Section 10 of this Agreement 7 hereof that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement6 hereof, (iii) no the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) hereof and such determination shall not have been made pursuant to Section 10(a) of this Agreement and delivered in a written opinion within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, or (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty twenty (3020) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or such determination is deemed to have been made pursuant to Section 7 or Section 8 hereof, Indemnitee shall be entitled to an adjudication by in an appropriate court of the Delaware Court State of his Delaware, or her entitlement in any other court of competent jurisdiction, determining whether Indemnitee is entitled to such indemnification or advancementadvancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a9(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement 7 hereof that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 9 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, 9 the Company shall have the burden of proving that on the merits Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 10(a) of this Agreement 7 or Section 8 hereof that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 129, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 9 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) The In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company shall indemnify Indemnitee to the fullest extent permitted by law against against, any and all Enforcement Expenses andactually and reasonably incurred by Indemnitee in such judicial adjudication or arbitration, but only if requested by IndemniteeIndemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement or Expenses sought, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification such judicial adjudication or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice. (f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement arbitration shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereinappropriately prorated.

Remedies of Indemnitee. (a) Subject to Section 12(f11(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a9(a) of this Agreement within sixty ninety (6090) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent CounselSubmission Date, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 4, 5 or 6 or the last sentence of Section 10(a9(a) of this Agreement within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor (including any invoices received by Indemniteetherefor, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 2, 3 or 4 6 of this Agreement is not made within thirty ten (3010) days after a determination has been made that Indemnitee is entitled to indemnificationindemnification or (vi) in the event that the Corporation or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee, the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court a court of his or her Indemnitee’s entitlement to such indemnification or advancementand/or advancement of Expenses. Alternatively, Indemnitee, at his or her Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 10(a9(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 11 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 1211, the Company Corporation shall have the burden of proving Indemnitee is not entitled to indemnification or advancementadvancement of Expenses, as the case may be. (c) If a determination shall have been made pursuant to Section 10(a9(a) of this Agreement that Indemnitee is entitled to indemnification, the Company Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1211, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall Corporation shall, to the fullest extent permitted by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company Corporation is bound by all the provisions of this Agreement. (e) The Company . It is the intent of the Corporation that Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. In addition, the Corporation shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement such Expenses and, if requested by Indemnitee, shall (within thirty ten (3010) days after receipt by the Company Corporation of a written request therefor) advance, to the fullest extent not prohibited permitted by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company Corporation under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification Corporation, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses butinsurance recovery, in as the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoicemay be. (fe) 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, including in absence of any appeal thereinsuch determination with respect to such Proceeding, the Corporation shall pay Liabilities and advance Expenses with respect to such Proceeding as if Indemnitee had been determined to be entitled to indemnification and advancement of Expenses with respect to such Proceeding.